Georgia State’s coaches and players talked all week about the need to play with discipline if they wanted to upset Air Force.

The Panthers didn’t have it when they needed and the Falcons made them pay in a 48-38 defeat at the Georgia Dome on Saturday.

Air Force rolled up 539 yards of offense, offsetting Georgia State’s 549, in the highest-scoring game in the Panthers’ five-year history.

“When it came down to it, they were able to execute their offense against our defense,” Georgia State coach Trent Miles said.

The Panthers had difficulty stopping Air Force’s option attack, which totaled 315 rushing yards and 224 passing.

Quarterback Kale Pearson completed 12 of 15 passes with two touchdowns, and tailback Jacobi Owens rushed 25 times for 122 yards and two touchdowns.

It was the third time in as many games an opponent has posted at least 430 yards against the Panthers.

“You’re talking about a team in that locker room with only six seniors that play,” Miles said. “All those guys playing out there are young guys. It’s the first time they’ve seen this kind of offense.”

Georgia State’s defense had sporadic effectiveness. But every big stop, such as on third down when trailing 38-24 early in the fourth, was offset by a penalty that would give the Falcons a new life that they would take advantage of to eventually score a touchdown.

That happened twice in the game.

Miles came as close as a coach can to criticizing the officials for making those calls without risking a fine.

“I’d like to see the film,” Miles said after describing the third-down calls as untimely.

Georgia State’s offense wasn’t immune. It had chances to keep the game close.

Sometimes an interception killed momentum. Sometimes a penalty wiped out a big play, such as a 38-yard pass in the second quarter that was brought back because of another judgment call, this time, hands to the face. Sometimes the line gave up a sack.

The mistakes always seemed to come at crucial times.

Nick Arbuckle completed 26-of-42 passes to tie a school record with 414 yards, with LynQuez Blair catching two touchdowns. Running back Kyler Neal, making his first start this year, rushed for 80 yards and a touchdown, and caught three passes for 91 yards.

“Don’t make it seem like we just went out there and played horrible,” Miles said. “Our kids played pretty good football in phases.”

The Panthers moved within 48-38 on a 2-yard touchdown run by Duvall Smith with 4:57 left. The play was set up a 73-yard reception by Neal, who caught a swing pass and had lots of open field.

Georgia State attempted an onside kick, but Air Force recovered it on the 45-yard line.

The Falcons then ran out the clock.

“I thought our kids played well in spots and we just ran out of time,” Miles said.